James Winston King - Jun 15, 2022 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Admin Officer, Gen Couns
Signature: /s/ James Winston King
Stock symbol: GWRE
Transactions as of: Jun 15, 2022
Transactions value $: -$71,675
Form type: 4
Date filed: 6/17/2022, 06:19 PM
Previous filing: Mar 18, 2022
Next filing: Jun 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+275	+1.52%	$0.00	18.4K	Jun 15, 2022	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+192	+0.66%	$0.00	29.3K	Jun 15, 2022	Direct	F1
transaction	GWRE	Common Stock	Sale	-$71.7K	-993	-3.39%	$72.18	28.3K	Jun 17, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GWRE	Performance Shares	Options Exercise	$0	-275	-50%	$0.00	275	Jun 15, 2022	Common Stock	275	$0.00	Direct	F3
transaction	GWRE	Performance Shares	Options Exercise	$0	-192	-16.74%	$0.00	955	Jun 15, 2022	Common Stock	192	$0.00	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported transaction involves the acquisition of vested performance shares. The Reporting Person previously reported certain prior awards of restricted stock units in Table II of Form 4. The total reported in Column 5 includes (i) 467 shares from performance shares that vested on 6/15/2022, and (ii) 10,691 restricted stock units previously reported in Table II.
F2	Shares sold by Issuer to cover taxes associated with settlement of restricted stock units.
F3	On September 12, 2018, the Reporting Person was granted a target of 3,900 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 6, 2019, the Compensation Committee of the Board of Directors determined that 112.5% of the performance-based conditions were met resulting in an additional 491 shares earned by the Reporting Person. The time-based vesting is: 1/4th on September 15, 2019, and 1/16th quarterly thereafter, subject to the reporting person's continued service to the Issuer.
F4	On September 6, 2019, the Reporting Person was granted a target of 4,200 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 1,134 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter subject to the Reporting Person's continued service to the Issuer.